Racing Force S.p.A. (the "Company" or "RFG"), the parent company of Racing Force Group, which is specialized in the development, production, and marketing of safety components for motorsports worldwide, listed on the Euronext Growth segment in Milan (RFG) and Paris (ALRFG), in accordance with the resolution of the shareholders' meeting of April 29th, 2024 (the "Resolution"), announces that it has initiated the share buyback program (the "Program"), appointing Equita SIM S.p.A. (the "Intermediary") to coordinate and/or execute - independently - the Program.
Equita SIM S.p.A. is an authorized intermediary for the execution of orders on behalf of clients under art. 1, paragraph 5, letter b) of Legislative Decree 58/1988, and will operate independently and in compliance with the constraints of applicable regulations, as well as within the limits set by the Resolution of the Company's Shareholders' Meeting.
The Program will be carried out in accordance with the purposes and methods permitted by the applicable regulatory provisions, including the purposes set forth in Article 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, hereinafter "MAR") and related implementing provisions, where applicable, and in market practices permitted pursuant to Article 13 of MAR, for the following purposes: (i) to support the liquidity of the shares themselves; (ii) to allow efficient use of the Company's liquidity for medium- and long-term investment; (iii) to use the shares in connection with characteristic management operations or projects consistent with the Company's strategic guidelines; (iv) to have own shares available for the "Stock Grant Plan 2023-2025" service, as well as for any future incentive plans; (v) to have own shares available, in line with the strategic guidelines that the Company intends to pursue, as consideration in the context of any extraordinary transactions.
In particular, the Program provides that the purchase of ordinary shares of the Company, without par value, shall be made up to a maximum number, taking into account the Racing Force own shares held in the Company's portfolio or by its subsidiaries, not exceeding 20% of the share capital, in one or more tranches, within 18 months from the date of the Resolution and, therefore, by October 29, 2025, unless early closure upon reaching the preset threshold or revocation.
The Program envisages that the buyback of own shares will be carried out on the multilateral trading system Euronext Growth at a price neither lower nor higher by more than 15% compared to the reference price recorded by the security in the last trading session preceding each individual operation, in compliance with the trading conditions established in Article 3, paragraph 2, of Delegated Regulation (EU) 2016/1052, implementing MAR, and in particular: (i) shares cannot be purchased at a price higher than the highest of the last independent transaction price and the current independent purchase offer price at the trading venue where the purchase is made; (ii) it will not be possible to purchase on any trading day a volume of shares exceeding 25% of the average daily trading volume of Racing Force shares in the 20 trading days preceding the purchase dates, subject to exceptional cases provided for by regulatory provisions or market practices authorized by CONSOB.
For more information about the Program's features, please refer to the press release issued by the Company on April 29, 2024.
The Intermediary will proceed with the purchases until the expiration of the 18-month validity period of the above-mentioned shareholders' authorization (October 29, 2025), or if earlier, until the revocation of said shareholders' authorization, or until the maximum amount is reached. In particular, starting from May 15, 2024, and until December 31, 2024, the first tranche of the Program will be executed for a maximum amount of Euro 250,000.
It is also noted that, as of today's date, the Company does not hold any own shares in its portfolio.
Any subsequent changes to the Program will be promptly disclosed to the public in accordance with the terms and conditions provided by applicable regulations.
The operations carried out will be subject to market disclosure in accordance with current regulatory provisions.
This press release is available at Borsa Italiana S.p.A., at the company's registered office, and in the Investor Relations/Price Sensitive Press Releases section of the website www.racingforce.com. For the dissemination of regulated information, Racing Force uses the eMarket SDIR circuit managed by Teleborsa S.r.l., located at Piazza Priscilla 4, Rome.
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